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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM __________ TO __________
Commission File Number 0-8185
CHEMICAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Michigan 38-2022454
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
333 E. Main Street
Midland, Michigan 48640
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (517) 839-5350
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $10 Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K ( )
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by
reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to
the date of filing.
Aggregate Market Value as of February 28, 1997: $302,328,016
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Common Stock, $10 par value, outstanding at February 28, 1997:
10,226,714 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1996, are incorporated by reference in Parts I and II
(Items 1 and 5-8).
Portions of the registrant's definitive Proxy Statement for its April 21,
1997, annual shareholders' meeting are incorporated by reference in Part
III (Items 10-13).
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PART I
ITEM 1. BUSINESS.
Chemical Financial Corporation ("Chemical" or the "Corporation") is a
bank holding company. Chemical was organized under Michigan law in
August 1973, and is headquartered in Midland, Michigan. Chemical was
substantially inactive until June 30, 1974, when it acquired its lead
subsidiary bank, Chemical Bank and Trust Company ("CB&T"), pursuant to
a reorganization in which the former shareholders of CB&T became
shareholders of Chemical. As of December 31, 1996, Chemical owned all
of the outstanding stock of ten commercial banks and a data processing
company, all located in Michigan. The main offices of Chemical's ten
banking subsidiaries are in Midland, Bay City, Big Rapids, Cadillac,
Caro, Clare, Grayling, Marshall, Owosso and Stanton.
Chemical's business is concentrated in a single industry segment -
commercial banking. Chemical's subsidiaries offer a full range of
commercial banking and fiduciary services. These include accepting
deposits, business and personal checking accounts, savings and
individual retirement accounts, time deposit instruments,
electronically accessed banking products, residential and commercial
real estate financing, commercial lending, consumer financing, debit
cards, safe deposit services, automated teller machines, access to
insurance products, money transfer services, corporate and personal
trust services and other banking services.
The principal markets for these financial services are the communities
within Michigan in which Chemical's subsidiaries are located and the
areas immediately surrounding these communities. As of December 31,
1996, Chemical and its subsidiaries served these markets through 87
banking offices in 56 communities, located in 24 counties, generally
across the mid-section of Michigan. In addition to the full service
banking offices, the subsidiary banks operated 79 automated teller
machines, both on and off bank premises, as of December 31, 1996.
CB&T, which has its headquarters in Midland, is Chemical's lead
subsidiary bank and accounted for 31% of total deposits and 29% of
total loans of Chemical and its subsidiaries on a consolidated basis
as of December 31, 1996. Chemical's banking subsidiaries' primary
loan product, historically, has been residential real estate
mortgages. As of December 31, 1996, these loans totaled $402 million,
or 49.7%, of consolidated total loans. During the last three years,
it has been Chemical's subsidiaries' practice to generally hold
residential real estate mortgages with a fifteen year or less original
term in their own loan portfolios. Chemical originated $11.8 million
of residential mortgage loans during 1996 which were sold in the
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secondary mortgage market, compared to $15.6 million and $13.6 million
in residential mortgage loans originated and sold during 1995 and
1994, respectively.
The principal sources of revenues for Chemical are interest and fees
on loans, which accounted for 54% of total revenues in 1996, 53% in
1995 and 56% in 1994. Interest on investment securities is also a
significant source of revenue, accounting for 33% of total revenues in
both 1996 and 1995 and 32% in 1994. Chemical has no foreign loans,
assets or activities. No material part of the business of Chemical or
its subsidiaries is dependent upon a single customer or very few
customers, the loss of which would have a materially adverse effect on
Chemical.
The business of banking is highly competitive. In addition to
competition from other commercial banks, banks face significant
competition from nonbank financial institutions. Savings associations
and credit unions compete aggressively with commercial banks for
deposits and loans, and credit unions and finance companies are
particularly significant factors in the consumer loan market. Banks
compete for deposits with a broad range of other types of investments,
the most significant of which, over the past few years, have been
mutual funds and annuities. Insurance companies and investment firms
are significant competitors for customer deposits. In response to
this increased competition for customers' bank deposits, the
Corporation expanded its sales and marketing efforts of mutual fund
and annuity investment products during 1996. The Corporation's
subsidiary banks, through "CFC Investment Centers," began offering a
broader array of mutual funds, annuity products and market securities
through alliances with Security First Group and Corelink Financial
Services. The CFC Investment Centers offer customers a complete
spectrum of investment products and service capabilities. In addition,
the Trust Department of Chemical Bank and Trust Company offers
customers a number of investment products and services. The principal
methods of competition for financial services are price (interest
rates paid on deposits, interest rates charged on borrowings and fees
charged for services) and service (convenience and quality of services
rendered to customers).
Banks and bank holding companies are extensively regulated.
Chemical's subsidiary banks are all chartered by the State of Michigan
and supervised and regulated by the Financial Institutions Bureau of
the State of Michigan. Three of Chemical's banks are members of the
Federal Reserve System and are also supervised, examined and regulated
by the Federal Reserve System. The other seven state non-member banks
are also regulated by the Federal Deposit Insurance Corporation
("FDIC"). Deposits of all of Chemical's bank subsidiaries are insured
by the FDIC to the extent provided by law.
-3-
State banks and bank holding companies are governed by both federal
and state laws which significantly limit their business activities in
a number of respects. Examples of such limitations include: (1)
prior approval of the Board of Governors of the Federal Reserve System
("Federal Reserve Board"), and in some cases various other governing
agencies, is required for bank holding companies to acquire control of
any additional banks or branches, (2) the business activities of bank
holding companies and their subsidiaries are limited to banking and to
other activities which are determined by the Federal Reserve Board to
be closely related to banking, and (3) transactions between bank
holding company subsidiary banks are significantly restricted by
banking laws and regulations.
Chemical is a legal entity separate and distinct from its subsidiary
banks and data processing subsidiary. Chemical's primary source of
revenues results from dividends paid to it by its subsidiaries.
Federal and state banking laws and regulations limit both the extent
to which Chemical's subsidiary banks can lend or otherwise supply
funds to Chemical or certain of its affiliates and also place certain
restrictions on the amount of dividends a subsidiary bank of Chemical
may pay to Chemical.
Banks are subject to a number of federal and state laws and
regulations which have a material impact on their business. These
include, among others, minimum capital requirements, state usury laws,
state laws relating to fiduciaries, the Truth In Lending Act, the
Truth in Savings Act, the Equal Credit Opportunity Act, the Fair
Credit Reporting Act, the Expedited Funds Availability Act, the
Community Reinvestment Act, electronic funds transfer laws, redlining
laws, antitrust laws, environmental laws and privacy laws. These
policies can have a significant effect on the operating results of
banks.
Under Federal law, the FDIC has the authority to impose special
assessments on insured depository institutions to repay FDIC
borrowings from the United States Treasury or other sources, and to
establish semiannual assessment rates on Bank Insurance Fund ("BIF")
member banks, so as to maintain the BIF at the designated reserve
ratio defined by law. On January 1, 1994, the FDIC implemented a
system of risk-based premiums for deposit insurance, pursuant to which
the premiums paid by a depository institution are based on the
probability that the BIF will incur a loss in respect of such
institution. The assessment rates under the new system originally
ranged from 23.0 cents to 31.0 cents per $100 of deposits, depending
upon the assessment category into which the insured depository
institution was placed. During the third quarter of 1995, the FDIC
adopted a new premium rate schedule for BIF insured deposits. The new
rate schedule, which continues to determine assessments based on a
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bank's risk-based capital levels, reduced the minimum assessment rate
to 4.0 cents per $100 of insured deposits, effective June 1, 1995.
Each of the Corporation's subsidiary banks' annual deposit insurance
premium decreased from 23.0 cents to 4.0 cents per $100 of insured
deposits, as of June 1, 1995.
During 1996, the FDIC's minimum assessment rate for BIF insured
deposits was reduced to $1500. Deposits held by well-capitalized
banks and insured by the Savings Association Insurance Fund (SAIF)
continued to be assessed at a rate of 23.0 cents per $100 of insured
deposits in 1996. In addition, during 1996, SAIF insured deposits,
held on March 31, 1995, were assessed a one-time charge of 65.7 cents
per $100 of deposits to recapitalize SAIF to its required reserve
ratio. The Corporation's liability for this special assessment was
approximately $30,000.
The recapitalization of the SAIF was accomplished through the
enactment of The Deposit Insurance Funds Act of 1996 (the "Funds Act")
on September 30, 1996. This legislation, in addition to requiring the
one-time special assessment to the FDIC to capitalize the SAIF to its
required reserve ratio, authorizes the Financing Corporation ("FICO")
to impose periodic assessments on depository institutions that are
members of the BIF, in addition to institutions that are members of
the SAIF. The purpose of these periodic assessments is to spread the
cost of the interest payments on the outstanding FICO bonds over a
larger number of institutions. Until the change in the law, only SAIF-
member institutions bore the cost of funding these interest payments.
In years 1997-1999, the FICO assessment on BIF insured deposits will
be 1.29 cents for every $100 of domestic deposits. For that same
period, the SAIF insured institutions' FICO assessment rate will be
6.44 cents for every $100 in domestic deposits. Beginning in the year
2000 until 2017, BIF and SAIF-insured institutions will pay 2.43 cents
for every $100 in domestic deposits.
Federal law also contains a "cross-guarantee" provision that could
result in insured depository institutions owned by Chemical being
assessed for losses incurred by the FDIC in connection with assistance
provided to, or the failure of, any other insured depository
institution owned by Chemical. Under Federal Reserve Board policy,
Chemical is expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support each subsidiary
bank.
Banks are subject to the provisions of the Community Reinvestment Act
of 1977 ("CRA"). Under the terms of the CRA, the appropriate federal
bank regulatory agency is required, in connection with its examination
of a bank, to assess such bank's record in meeting the credit needs of
the community served by that bank, including low- and moderate-income
-5-
neighborhoods. The regulatory agency's assessment of the bank's
record is made available to the public. Further, such assessment is
required of any bank which has applied to: (1) obtain deposit
insurance coverage for a newly chartered institution, (2) establish a
new branch office that will accept deposits, (3) relocate an office,
or (4) merge or consolidate with, or acquire the assets or assume the
liabilities of, a federally regulated financial institution. In the
case of a bank holding company applying for approval to acquire a bank
or other bank holding company, the Federal Reserve Board will assess
the CRA compliance record of each subsidiary bank of the applicant
bank holding company, and such compliance records may be the basis for
denying the application.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (the "Riegle-Neal Act") substantially changed the geographic
constraints applicable to the banking industry. Effective September
29, 1995, the Riegle-Neal Act allows bank holding companies to acquire
banks located in any state in the United States without regard to
geographic restrictions or reciprocity requirements imposed by state
law. Effective June 1, 1997 (or earlier if expressly authorized by
applicable state law), the Riegle-Neal Act also allows banks to
establish interstate branch networks through acquisitions of other
banks. The establishment of DE NOVO interstate branches or the
acquisition of individual branches of a bank in another state (rather
than the acquisition of an out-of-state bank in its entirety) is
allowed by the Riegle-Neal Act only if specifically authorized by
state law. The legislation allows individual states to "opt-out" of
certain provisions of the Riegle-Neal Act by enacting appropriate
legislation prior to June 1, 1997.
Michigan exercised its right to opt-in early to the Riegle-Neal Act,
and now permits both U.S. and non-U.S. banks to establish branch
offices in Michigan. Effective November 29, 1995, the Michigan
Banking Code permits, in appropriate circumstances and with the
approval of the Commissioner of the Financial Institutions Bureau, (1)
acquisition of Michigan banks by FDIC-insured banks, savings banks or
savings and loan associations located in other states, (2) sale by a
Michigan bank of branches to an FDIC-insured bank, savings bank or
savings and loan association located in a state in which a Michigan
bank could purchase branches of the purchasing entity, (3)
consolidation of Michigan banks and FDIC-insured banks, savings banks
or savings and loan associations located in other states having laws
permitting such consolidation, (4) establishment of branches in
Michigan by FDIC-insured banks located in other states, the District
of Columbia or U.S. territories or protectorates having laws
permitting a Michigan bank to establish a branch in such jurisdiction,
and (5) establishment by foreign banks of branches located in
Michigan.
-6-
In March 1996, the Corporation consolidated its bank subsidiary
headquartered in Standish, Michigan (Chemical Bank Huron) with its
bank subsidiary headquartered in Bay City, Michigan (Chemical Bank Bay
Area).
On May 1, 1996, the Corporation merged with State Savings Bancorp,
Inc. ("SSBI") in Caro, Michigan. SSBI operated one bank, State
Savings Bank of Caro, with offices in Caro and Fairgrove, Michigan.
The Corporation issued 525,000 shares of the Corporation's common
stock in exchange for all of the common stock of SSBI. The merger was
accounted for as a "pooling of interests." As of May 1, 1996, SSBI
had assets of approximately $65 million.
On December 31, 1996, the Corporation through CB&T acquired Arbury &
Stephenson, Inc., an insurance agency headquartered in Midland,
Michigan. The merger was effected through an exchange of shares of
the Corporation's common stock.
The nature of the business of Chemical's subsidiaries is such that
they hold title to numerous parcels of real property. These
properties are primarily owned for branch offices; however, Chemical
and its subsidiaries may hold properties for other business purposes,
as well as on a temporary basis for properties taken in or in lieu of
foreclosure to satisfy loans in default. Under current state and
federal laws, present and past owners of real property may be exposed
to liability for the cost of clean up of contamination on or
originating from those properties, even if they are wholly innocent of
the actions that caused the contamination. These liabilities can be
material and can exceed the value of the contaminated property.
At December 31, 1996, Chemical was the seventh largest bank holding
company headquartered in Michigan, measured by total assets, and
together with its subsidiaries employed a total of 993 full-time
equivalent employees.
Chemical adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," in the first quarter of 1996. The adoption
of this statement had no impact on the financial position or operating
results of Chemical in 1996. Chemical also adopted Statement of
Financial Accounting Standards No. 122, "Accounting for Mortgage
Servicing Rights," in the first quarter of 1996. The adoption of this
statement did not have a material impact on the financial position or
operating results of Chemical in 1996.
The information under the following captions in the registrant's
Annual Report to Shareholders for the year ended December 31, 1996,
further describes the business of Chemical and is here incorporated by
reference:
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CAPTION PAGES
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Table 2. Average Balances, Tax Equivalent Interest and
Effective Yields and Rates 31
Table 3. Volume and Rate Variance Analysis 32
Note C - Investment Securities 19-20
Table 8. Maturities and Yields of Investment Securities
at December 31, 1996 38
Table 4. Summary of Loans and Loan Loss Experience 32
Table 5. Comparison of Loan Maturities and Interest Sensitivity 34
Table 6. Summary of Nonperforming Loans 35
Table 7. Allocation of the Allowance For Possible Loan Losses 36
Management's Discussion and Analysis of Financial Position and Results of
Operations, subheadings "Net Interest Income", "Loans", "Nonperforming
Loans" and "Provision For Possible Loan Losses" 30-36
Table 10. Maturity Distribution of Time Deposits of $100,000 or More 39
Financial Highlights 3
ITEM 2. PROPERTIES.
The executive offices of Chemical, the main office of CB&T and
Chemical's data processing subsidiary are located in a three story,
approximately 74,000 square foot, office building in downtown Midland,
which is 100% owned by CB&T.
Chemical's subsidiary banks conduct business from a total of 87
banking offices, as of December 31, 1996. These offices are located
in or in the vicinity of the cities in which the banks have their main
offices. Of the banking offices, 84 are owned by the subsidiary banks
and 3 are leased from independent parties with remaining lease terms
of two years to thirteen years. This leased property is considered
insignificant.
ITEM 3. LEGAL PROCEEDINGS.
Chemical's subsidiaries are parties, as plaintiff or defendant, to a
number of legal proceedings, none of which is considered material, and
all of which arose in the ordinary course of their operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
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SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
Biographical information concerning Chemical's executive officers who
are not directors or nominated for election to the Board of Directors
is presented below. Executive officer appointments are made or
reaffirmed annually at the organizational meeting of the Board of
Directors. At its regular meetings, the Board may also make other
executive officer appointments.
Lawrence E. Burks, age 63, is Vice Chairman of CB&T. He joined CB&T
as Vice President on April 1, 1973, was promoted to Senior Vice
President in February 1975, Executive Vice President in December 1975,
President and Director in April 1986 and Vice Chairman in September
1996. Mr. Burks has served on the Board of Directors of Chemical Bank
Montcalm since June 1984 and was named Chairman of the Board of
Chemical Bank Montcalm in December 1996. Mr. Burks was named Chairman
of the Board of Chemical Bank Bay Area in December 1996. Both banks
are wholly owned subsidiaries of Chemical. Mr. Burks is a member of
the Management Committee of Chemical.
Bruce M. Groom, age 55, is Senior Vice President and Trust Officer of
CB&T. He joined CB&T on April 29, 1985 as Senior Vice President and
was promoted to Senior Trust Officer in May 1986. Mr. Groom has
served on the Board of Chemical Bank Central, a wholly owned
subsidiary of Chemical, since February 1989. Mr. Groom is an attorney
and, prior to joining CB&T, was a member of the law firm of Francis,
Wetmore, and Groom, P.C. Mr. Groom is a member of the Management
Committee of Chemical.
Lori A. Gwizdala, age 38, is Senior Vice President, Chief Financial
Officer and Treasurer of Chemical. She joined Chemical as Controller
on January 2, 1985 and was named Chief Financial Officer in May 1987,
Senior Vice President in February 1991 and Treasurer in April 1994.
Ms. Gwizdala has served as Secretary to the Board of Directors of CFC
Data Corp since May 1986, a director of Chemical Bank Bay Area since
January 1993 and a director of Chemical Bank Thumb Area since July
1996, all of which are wholly owned subsidiaries of Chemical. Ms.
Gwizdala is a certified public accountant and was previously
associated with the accounting firm of Ernst & Young from 1980 to
1984. Ms. Gwizdala is a member of the Management Committee of
Chemical.
William C. Lauderbach, age 54, is Senior Vice President and Investment
Officer of CB&T. He joined CB&T as a Trust Officer on July 2, 1973,
was promoted to Vice President and Trust Officer in March 1980 and
Senior Vice President and Investment Officer in February 1991. Mr.
Lauderbach has served on the Board of Directors of Chemical Bank
South, a wholly owned subsidiary of Chemical, since 1989. Mr.
Lauderbach is a member of the Management Committee of Chemical.
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David B. Ramaker, age 41, is Chief Executive Officer and President of
CB&T and Executive Vice President and Secretary of Chemical. He
joined CB&T as Vice President on November 20, 1989. Mr. Ramaker
became President of Chemical Bank Key State, a wholly owned subsidiary
of Chemical in October 1993. Mr. Ramaker became President and member
of the Board of Directors of CB&T in September 1996 and Executive Vice
President and Secretary to the Board of Chemical and Chief Executive
Officer of CB&T on January 1, 1997. Mr. Ramaker has served as a
director of Chemical Bank Key State since October 1993. Mr. Ramaker
was appointed to the following Boards of Directors of wholly owned
subsidiaries of Chemical in December 1996: Chemical Bank Montcalm,
Chemical Bank Central (also Chairman), Chemical Bank North (also
Chairman), and Chemical Bank West (also Chairman). Mr. Ramaker is a
member of the Management Committee of Chemical.
-10-
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The information under the heading "Stock Price Ranges and Cash
Dividends" on page 13 of the registrant's Annual Report to
Shareholders for the year ended December 31, 1996, is here
incorporated by reference. On December 31, 1996, Chemical issued
8,792 shares of common stock, $10.00 par value, in exchange for the
acquisition by CB&T of all of the shares of common stock of Arbury &
Stephenson, Inc., an insurance agency. The shares were issued to an
accredited investor. The issuance of the shares was exempt from the
registration requirements of the federal securities laws pursuant to,
among others, Sections 3(a)(11), 4(2) and 4(6) of the Securities Act
of 1933, as amended.
ITEM 6. SELECTED FINANCIAL DATA.
The information under the caption "Financial Highlights" on page 3 and
the sub-heading "Financial Highlights" of "Management's Discussion and
Analysis" on pages 28 through 30 of the registrant's Annual Report to
Shareholders for the year ended December 31, 1996, is here
incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The information under the heading "Management's Discussion and
Analysis" on pages 28 through 41 (inclusive) of the registrant's
Annual Report to Shareholders for the year ended December 31, 1996, is
here incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements, notes, and independent auditors' report on
pages 14 through 27 (inclusive) of the registrant's Annual Report to
Shareholders for the year ended December 31, 1996, is here
incorporated by reference.
The information under the caption "Selected Quarterly Financial
Information (Unaudited)" on page 13 of the registrant's Annual Report
to Shareholders for the year ended December 31, 1996, is here
incorporated by reference.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not applicable.
-12-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information set forth under the captions "Nominees for Election to
Serve Until the Annual Meeting of Shareholders in 1998" on pages 2 and
3 and "Section 16(a) Beneficial Ownership Reporting Compliance" on
page 17 in the registrant's definitive Proxy Statement for its
April 21, 1997 annual meeting of shareholders is here incorporated by
reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information set forth under the caption "Compensation of Executive
Officers and Directors" on pages 10 through 14 in the registrant's
definitive Proxy Statement for its April 21, 1997, annual meeting of
shareholders is here incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information set forth under the caption "Voting Securities" on
pages 7 and 8 in the registrant's definitive Proxy Statement for its
April 21, 1997, annual meeting of shareholders is here incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information set forth under the caption "Certain Relationships and
Related Transactions" on page 17 in the registrant's definitive Proxy
Statement for its April 21, 1997, annual meeting of shareholders is
here incorporated by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS. The following financial statements
and independent auditors' report of Chemical Financial Corporation and its
subsidiaries are filed as part of this report:
Consolidated Statements of Financial Position-December 31,
1996 and 1995
Consolidated Statements of Income for each of the three
years in the period ended December 31, 1996.
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1996
Consolidated Statements of Changes in Shareholders' Equity
for each of the three years in the period ended
December 31, 1996
Notes to Consolidated Financial Statements
Report of Independent Auditors dated January 20, 1997
The financial statements, the notes to financial statements, and the
independent auditors' report listed above are incorporated by reference in
Item 8 of this report from the corresponding portions of the registrant's
Annual Report to Shareholders for the year ended December 31, 1996.
(2) FINANCIAL STATEMENT SCHEDULES. None
(3) EXHIBITS. The following exhibits are filed as part of
this report:
NUMBER EXHIBIT
3(a) RESTATED ARTICLES OF INCORPORATION. Previously filed as
Exhibit 3 to the registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995. Here incorporated by
reference.
3(b) BYLAWS. Previously filed as Exhibit 4(b) to the
registrant's S-8 Registration Statement No. 33-47356 filed
with the Commission on April 28, 1992. Here incorporated by
reference.
4 LONG-TERM DEBT. The registrant has outstanding long-term
debt which at the time of this report does not exceed 10% of
the registrant's total consolidated assets. The registrant
agrees to furnish copies of the agreements defining the
rights of holders of such long-term debt to the Securities
and Exchange Commission upon request.
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NUMBER EXHIBIT
10(a) AMENDED AWARD AND STOCK OPTION PLAN OF 1987.* Previously
filed as Exhibit 10(a) to the registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993, filed
with the Commission on March 24, 1994. Here incorporated by
reference.
10(b) AMENDED STOCK OPTION PLAN OF 1983.* Previously filed as
Exhibit 10(b) to the registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, filed with the
Commission on March 24, 1994. Here incorporated by
reference.
10(c) PLAN FOR DEFERRAL OF DIRECTORS' FEES.* Previously filed as
Exhibit 10(c) to the registrant's Form S-4 Registration
Statement No. 33-64944 filed with the Commission on June 24,
1993. Here incorporated by reference.
10(d) CHEMICAL FINANCIAL CORPORATION SUPPLEMENTAL PENSION PLAN.*
Previously filed as Exhibit 10(c) to the registrant's Annual
Report to Shareholders and Form 10-K for the fiscal year
ended December 31, 1992, filed with the Commission on March
12, 1993. Here incorporated by reference.
10(e) RETIREMENT AGREEMENT.*
11 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS.
13 1996 ANNUAL REPORT TO SHAREHOLDERS.
21 SUBSIDIARIES OF THE REGISTRANT.
23 CONSENT OF INDEPENDENT AUDITORS.
27 FINANCIAL DATA SCHEDULE.
99(a) CHEMICAL FINANCIAL CORPORATION 401(K) SAVINGS PLAN FINANCIAL
STATEMENTS, NOTES AND SCHEDULES.
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NUMBER EXHIBIT
99(b) CHEMICAL FINANCIAL CORPORATION 1992 STOCK PURCHASE PLAN FOR
SUBSIDIARY DIRECTORS FINANCIAL STATEMENTS, NOTES AND
SCHEDULE.
____________________
* These agreements are management contracts or compensation plans or
arrangements required to be filed as Exhibits to this Form 10-K.
Chemical will furnish a copy of any exhibit listed above to any
shareholder of the registrant without charge upon written request to
Ms. Lori A. Gwizdala, Chief Financial Officer, Chemical Financial
Corporation, 333 East Main Street, Midland, Michigan 48640-0569.
(b) REPORTS ON FORM 8-K FILED IN THE FOURTH QUARTER OF 1996:
None
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SIGNATURES
Pursuant to the Requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CHEMICAL FINANCIAL CORPORATION
March 24, 1997 S/ ALOYSIUS J. OLIVER
Aloysius J. Oliver
President and
Chief Executive Officer
March 24, 1997 S/ LORI A. GWIZDALA
Lori A. Gwizdala
Senior Vice President,
Chief Financial Officer and
Treasurer
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Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
March 24, 1997 S/ ALOYSIUS J. OLIVER
Aloysius J. Oliver
President and
Chief Executive Officer and
Director
(Principal Executive Officer)
March 24, 1997 S/ JAMES A. CURRIE
James A. Currie
Director
March 24, 1997 S/ MICHAEL L. DOW
Michael L. Dow
Director
March 24, 1997 S/ LORI A. GWIZDALA
Lori A. Gwizdala
Senior Vice President,
Chief Financial Officer
and Treasurer
(Principal Financial and Accounting
Officer)
March 24, 1997 S/ ALAN W. OTT
Chairman of the Board and Director
March 24, 1997 ________________________________________
Frank P. Popoff
Director
March 24, 1997 S/ LAWRENCE A. REED
Lawrence A. Reed
Director
March 24, 1997 S/ WILLIAM S. STAVROPOULOS
William S. Stavropoulos
Director
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EXHIBIT INDEX
NUMBER EXHIBIT
3(a) RESTATED ARTICLES OF INCORPORATION. Previously filed as
Exhibit 3 to the registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995. Here incorporated by
reference.
3(b) BYLAWS. Previously filed as Exhibit 4(b) to the
registrant's S-8 Registration Statement No. 33-47356 filed
with the Commission on April 28, 1992. Here incorporated by
reference.
4 LONG-TERM DEBT. The registrant has outstanding long-term
debt which at the time of this report does not exceed 10% of
the registrant's total consolidated assets. The registrant
agrees to furnish copies of the agreements defining the
rights of holders of such long-term debt to the Securities
and Exchange Commission upon request.
10(a) AMENDED AWARD AND STOCK OPTION PLAN OF 1987.* Previously
filed as Exhibit 10(a) to the registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993, filed
with the Commission on March 24, 1994. Here incorporated by
reference.
10(b) AMENDED STOCK OPTION PLAN OF 1983.* Previously filed as
Exhibit 10(b) to the registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, filed with the
Commission on March 24, 1994. Here incorporated by
reference.
10(c) PLAN FOR DEFERRAL OF DIRECTORS' FEES.* Previously filed as
Exhibit 10(c) to the registrant's Form S-4 Registration
Statement No. 33-64944 filed with the Commission on June 24,
1993. Here incorporated by reference.
10(d) CHEMICAL FINANCIAL CORPORATION SUPPLEMENTAL PENSION PLAN.*
Previously filed as Exhibit 10(c) to the registrant's Annual
Report to Shareholders and Form 10-K for the fiscal year
ended December 31, 1992, filed with the Commission on March
12, 1993. Here incorporated by reference.
10(e) RETIREMENT AGREEMENT.*
11 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS.
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NUMBER EXHIBIT
13 1996 ANNUAL REPORT TO SHAREHOLDERS.
21 SUBSIDIARIES OF THE REGISTRANT.
23 CONSENT OF INDEPENDENT AUDITORS.
27 FINANCIAL DATA SCHEDULE.
99(a) CHEMICAL FINANCIAL CORPORATION 401(K) SAVINGS PLAN FINANCIAL
STATEMENTS, NOTES AND SCHEDULES.
99(b) CHEMICAL FINANCIAL CORPORATION 1992 STOCK PURCHASE PLAN FOR
SUBSIDIARY DIRECTORS FINANCIAL STATEMENTS, NOTES AND
SCHEDULE.
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